Our approach to governance
To ensure we consistently practise effective corporate governance throughout the Group, our Board materially applies the principles of King III (link to King III table). In terms of the King III principles the Board must consider the concerns and priorities of its wider stakeholder environment in its strategic guidance and decision-making processes. As we have already mentioned we also incorporate the principles of the UN Global Compact in our Board’s decision-making processes.
RBPlat’s efforts towards sustainable and transparent business practices are reflected in our inclusion in both the FTSE/JSE Responsible Investment Index and the FTSE/JSE Responsible Investment Top 30 Index, which replaced the JSE SRI Index in 2015.
Our governance framework
To ensure we have adequate assurance across the RBPlat Group, and to prevent gaps or duplication in assurance efforts, we have adopted a combined assurance approach. The Risk and Assurance unit is responsible for maintaining the continued assurance plan in consultation with functional and operational management and our outsourced internal audit service provider. The outcomes of all assurance activities are compiled in an audit tracking tool. Progress on the recommendations is tracked monthly and reported to the Audit and Risk Committee and/or the Social and Ethics Committee every quarter, depending on the nature of the area assured.
View integrated report 2016 for detail
Leadership and effectiveness
Our Board performs its duties within a framework of policies and controls which provide for effective risk assessment and management of our economic, environmental and social performance. The RBPlat Board Charter, which is closely aligned with the recommendations of King IV, details the responsibilities of the Board. Our Memorandum of Incorporation also addresses certain of the directors’ responsibilities.
The Board plays an important role in setting ethical standards of conduct. Each of the Group’s subsidiary companies has a separate board of directors, however, the main Board and its committees oversee all significant aspects and transactions of the subsidiaries. The subsidiaries are also governed by the limits of authority set by the Board, which are set out in our authority policy.
All the Board committees operate under Board-approved mandates and terms of reference, which are updated when necessary to keep them aligned with current best practice. These committees are chaired by independent non-executive directors who attend our annual general meeting to respond to any shareholder queries. The mandate, charters and terms of reference governing the Board and its committees are available from the RBPlat secretariat or the Company website.
The Audit and Risk and the Social and Ethics committees are statutory committees in terms of the Companies Act and King III. Shareholders are required to elect the members of the Audit and Risk Committee at the Company’s annual general meeting. While the Social and Ethics Committee is a statutory committee its members are re-appointed every year by the Board at its first meeting following the annual general meeting.
The performance of the committee and that of its members is assessed annually as part of the Board evaluation process.
The Board has a formal schedule of matters reserved for its consideration and decision which include among others approving:
- business plans and budgets
- the integrated report
- capital expenditure for investment
- granting of varying authority levels
- significant acquisition and disposal of assets
- executive directors' appointments and remuneration
- dividend policy
Its delegation of certain matters to its committees is described in the terms of reference of these committees. The roles and responsibilities of the Board’s committees, which include the Audit and Risk, Social and Ethics and Remuneration and Nomination committees are set out below. In addition, the Board has appointed an Executive: Risk, Assurance and Sustainability to whom it has delegated responsibility for risk management and sustainability. In turn the Head: Corporate Sustainability and the Head: Risk Management and Compliance report to the Executive Risk and Assurance on these matters. The Board has delegated some of its responsibilities in terms of stakeholder engagement to the Executive: Corporate Affairs who is responsible for stakeholder engagement and the implementation of our stakeholder engagement framework.
Roles and responsibilities of our Board and its committees
Role and responsibilities of the Chairman
The Chairman is responsible for ensuring:
- the overall effectiveness of the Board and its committees
- that the Board provides effective leadership, maintains ethical standards and is responsible, accountable, fair and transparent
- that strategies are developed and implemented with the objective of achieving sustainable economic, social and environmental performance
To achieve this she fosters a culture of openness and constructive challenge within the Board that allows for the expression of a diversity of views in effective debates and discussions. She also makes herself available to shareholders for discussions on key corporate governance matters and matters of concern to shareholders, as well as other stakeholders.
Roles and responsibilities of the Board
As fiduciaries, the Board is accountable to shareholders as a whole and they also owe a duty of care and diligence to the Group. They act in the best interests of the Company and its shareholders
- governs the Company on behalf of its shareholders
- is responsible for strategy, strategic decision-making and over seeing its execution
- regularly assesses the Company’s performance
- ensures constructive engagement with stakeholders
- is responsible for RBPlat’s approach to corporate citizenship, safety, health, the environment, ethics and risk
- takes responsibility for its own governance, including the rotation of directors, training of directors, conflicts of interest and the appointment of directors
- regularly monitors and assesses RBPlat’s reputation in the marketplace and its corporate citizenship
- oversees compliance with all applicable laws and regulations as part of the overall risk management programme.
To fulfil these responsibilities Board members participate in rigorous and effective debate and discussion and annually assess the performance of Executives, the Company Secretary, the Board and its subcommittees.
Roles and responsibilities of the Audit and Risk Committee
The Audit and Risk Committee members are independent non-executive directors.
- reviews the Group’s ﬁnancial statements and integrated reporting
- oversees the governance of risk in conjunction with the Social and Ethics Committee through its enterprise risk management framework and the system of internal controls
- refers to the ﬁndings of the internal and external auditors
- obtains assurance on the ﬁnancial statements, internal controls and sustainability information included in RBPlat’s integrated annual report
- carries out its statutory duties set out in Section 90 of the Companies Act, 2008
- satisﬁes itself as to the expertise and experience of the Chief Financial Ofﬁcer and the ﬁnancial function.
- approves all audit fees and assesses the independence and performance of the internal and external audit functions.
The roles and responsibilities of the Remuneration and Nomination Committee
This committee’s remuneration responsibilities include:
- approving, guiding and inﬂuencing key human resource policies and strategies
- monitoring and guiding progress in regard to the strategies and requirements around the Employment Equity and Basic Conditions of Employment acts in conjunction with the Social and Ethics Committee
- ensuring appropriate, transparent disclosure of remuneration
- skills development and overall talent management
- recommending appropriate levels of remuneration to be paid to the members of the Board of directors
- upholding, reviewing and amending, if appropriate, the Company’s remuneration philosophy and policy with particular reference to the remuneration of executive directors and senior management
- ensuring that executive directors and senior management are fairly rewarded for their individual contributions to the Company’s overall performance, having regard to the interests of stakeholders and the financial condition of the Group
- approving remuneration packages designed to attract, retain and motivate high-performing executive directors and senior management, including, but not limited to, basic salary, performance-based short- and long-term (and share-based) incentives, pensions and other benefits
- establishing appropriate criteria to measure the performance of executive directors and senior management
- reviewing the effectiveness and approving the operation of the Company’s share-based and other incentive schemes.
The committee’s nomination role includes:
- identifying and evaluating suitable candidates for appointment to the RBPlat Board and succession planning
- ensuring RBPlat’s leadership is representative of all race groups and is in accordance with the spirit and targets set out in the Mining Charter Scorecard
- ensuring the appointment of our directors is transparent and governed by the formal procedures set out in the committee’s mandate and terms of reference and the Board Charter.
- ensuring directors retire and are re-elected in accordance with the mandate and the Company’s Memorandum of Incorporation
- reviewing and reporting to the Board on the adequacy of succession planning policies for the Board, Chairman, CEO and executive directors
- ensuring induction and ongoing development of directors takes place
- regularly reviewing the skill, knowledge, expertise and composition of the Board and making recommendations to the Board regarding any adjustments deemed necessary.
The roles and responsibilities of the Social and Ethics Committee
The primary role of the committee is to supplement, support, advise and provide guidance on the effectiveness or otherwise of management’s efforts in respect of social, ethics and sustainable development related matters which include:
- health and wellness
- environmental management
- climate change
- ethics management
- social and labour plans (SLPs)
- human resource development
- employment equity and transformation
- Mining Charter and legislative compliance
- mine community development
- stakeholder engagement
- protection of Company assets.
The committee is also responsible for carrying out its duties as prescribed in the Companies Act, 2008, and for reporting the discharge of its duties in this regard to the Board and shareholders.
Induction and ongoing education of directors
When we appoint new directors they receive informal and formal induction related to the Group and their duties as directors of RBPlat. We also provide our directors with ongoing support and resources that allow them to develop and refresh their skills and knowledge regarding the roles as directors of RBPlat, which include any changes to legislation or regulations and briefings on market developments. The directors also have unrestricted access to executive and general management in order to acquire any knowledge or information relevant to the discharge of their duties.
Directors’ conflicts of interest
In terms of the Companies Act, King III and the Board Charter, a director of a company must avoid a situation in which he/she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the interests of the Group. The Board has established procedures to enable the executives and the directors of RBPlat to notify the Company of any actual or potential conflict situations and to declare any significant interest in the Company or its contracts.
Rotation of directors
In terms of the Company’s Memorandum of Incorporate, Article 57.1.2, one third of our directors are required to retire from office at every annual general meeting. We select the retiring directors based on the amount of time that has elapsed since they were previously elected or re-elected to the Board.
The role and responsibilities of the Executive Committee
The committee which meets at least once a month is responsible for:
- implementing the Group’s strategy
- carrying out the Board’s mandates and directives
- the operational activities of the RBPlat Group
- monitoring operating and financial performance against set objectives
- executing RBPlat’s compliance and disclosure obligations.
The committee assists the Chief Executive Officer in the performance of his duties by:
- taking responsibility for the operational activities of the Group
- developing strategy, operational plans, policies, procedures and budgets for consideration by the Board
- assessing and controlling risk
- prioritising and allocating resources.
The Bafokeng Rasimone Platinum Mine (BRPM) Joint Venture Management Committee (Manco)
The BRPM Joint Venture (JV) Management Committee is responsible for the management of the BRPM JV. The committee has wide-ranging powers in terms of the JV, including the power to acquire and dispose of BRPM JV assets, borrow money, establish pension funds and other employee beneﬁt schemes and institute legal proceedings. Royal Bafokeng Resources (RBR) (a wholly owned subsidiary of RBPlat) is allowed ﬁve of the eight appointments to this committee. Some committee decisions require unanimous approval while the participation interest of either joint venture partner is greater than 20% or while the participation of our joint venture partner, Rustenburg Platinum Mines (RPM), is greater than 20% and RBR’s participation interest is 50% or more.
The RBPlat Company Secretary is responsible for administering the proceedings and affairs of the Board and its directors, the Company and, where appropriate, owners of securities in the Company, in accordance with the relevant laws. The Company Secretary is available to assist all our directors with advice on their responsibilities, their professional development and any other relevant assistance they may require.
Our application of King III
To ensure we have adequate assurance across the Group, and to prevent gaps or duplication in assurance efforts, a combined assurance framework has been adopted.
Promotion of Access to Information
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